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Mutual Non Disclosure Non Compete Agreement Template for United States

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Key Requirements PROMPT example:

Mutual Non Disclosure Non Compete Agreement

"I need a Mutual Non-Disclosure Non-Compete Agreement for a potential joint venture between my tech startup and a larger software company, specifically protecting our AI algorithms and preventing either party from competing in the machine learning space for 18 months after discussions end."

Document background
The Mutual Non-Disclosure Non-Compete Agreement is essential when parties need to share sensitive information while protecting against both disclosure and competitive threats. This document is particularly relevant in business negotiations, potential partnerships, or employment relationships where confidential information exchange occurs alongside competitive concerns. Under U.S. law, these agreements must carefully balance protection needs with state-specific restrictions, especially regarding the scope and duration of non-compete provisions. The agreement should include clear definitions of confidential information, reasonable geographic and temporal limitations, and specific provisions for enforcement.
Suggested Sections

1. Parties: Identification of all parties entering into the agreement

2. Background: Context and purpose of the agreement, including the nature of the business relationship

3. Definitions: Key terms used throughout the agreement including 'Confidential Information', 'Trade Secrets', 'Competitive Activities'

4. Confidentiality Obligations: Core confidentiality provisions, permitted uses of confidential information, and security measures

5. Non-Compete Provisions: Scope, duration, and geographic limitations of non-compete restrictions

6. Term and Termination: Duration of the agreement and conditions for termination

7. Return of Information: Requirements for returning or destroying confidential information upon termination

8. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction over disputes

Optional Sections

1. Non-Solicitation: Additional provisions restricting solicitation of employees, customers, or suppliers

2. Intellectual Property Rights: Provisions regarding ownership and use of intellectual property disclosed during the relationship

3. Security Measures: Specific technical and organizational measures required for protecting confidential information

4. Dispute Resolution: Alternative dispute resolution procedures such as mediation or arbitration

Suggested Schedules

1. Schedule A - Confidential Information: Detailed list of specific confidential information covered by the agreement

2. Schedule B - Excluded Information: List of information explicitly excluded from confidentiality obligations

3. Schedule C - Geographic Restrictions: Detailed description of geographic limitations for non-compete provisions

4. Schedule D - Authorized Representatives: List of individuals authorized to receive and handle confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses




















Industries

Trade Secrets Protection: Key federal laws including Defend Trade Secrets Act (DTSA) of 2016 and Uniform Trade Secrets Act (UTSA), along with state-specific trade secret laws that protect confidential business information

Non-Compete Restrictions: Varying state-specific laws governing non-compete enforcement, including the FTC's proposed rule to ban non-compete clauses, and special state restrictions like California's Business and Professions Code Section 16600

Employment Law Considerations: National Labor Relations Act compliance, state-specific employment laws, and worker classification requirements that impact the enforceability of NDAs and non-competes

Contract Law Principles: Fundamental contract law requirements including consideration, reasonable scope and duration, and the need for clear and specific terms in the agreement

Industry-Specific Regulations: Sector-specific requirements that may apply to certain industries such as healthcare, financial services, or technology sectors

Geographic Restrictions: Interstate commerce considerations and state-specific limitations on the geographic scope of non-compete agreements

Time Duration Limitations: State-specific restrictions on the duration of non-compete agreements and reasonableness standards under common law

Notice Requirements: State-specific notice provisions and timing requirements for presenting agreements to parties involved

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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